EXHIBIT 10.2
AMENDMENT NO. 1 TO
SEPARATION AGREEMENT
Amendment No. 1 (the "Amendment") dated as of September 30, 2004, to the
Separation Agreement dated as of December 31, 2003 by and between Find/SVP,
Inc., a New York corporation having its principal executive offices at 000
Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the "Company"), and Xxxxxx X.
Xxxxxx, residing at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 ("Xxxxxx").
WITNESSETH
WHEREAS, the Company and Xxxxxx are parties to that certain Separation
Agreement dated as of December 31, 2003 (the "Agreement"); capitalized terms
used but not defined in this Amendment shall have the respective meanings
ascribed thereto in the Agreement; and
WHEREAS, the parties hereto desire to amend the Separation Agreement in
order to restructure the timing and amount of certain deferred compensation
payments on terms as set forth below:
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained, it is agreed as follows:
1. Section 7 of the Agreement is hereby amended by deleting such
section in its entirety and inserting the following new Section 7 in lieu
thereof:
"Deferred Compensation Agreement. The parties hereby
acknowledge and agree that commencing as of the date of
the Amendment, in satisfaction of the parties'
obligations under the Deferred Compensation and Salary
Continuation Agreement between the Company and Xxxxxx
dated June 30, 1984, Xxxxxx shall receive such payments
as are set forth on the revised Exhibit B attached
hereto."
2. This Amendment has been entered into and shall be construed and
enforced in accordance with the laws of the State of New York, without giving
effect to its conflict of laws rules.
3. Except as expressly amended by this Amendment, the Agreement shall
remain in full force and effect as the same was in effect immediately prior to
the effectiveness of this Amendment.
4. This Amendment shall be governed and construed on the same basis as
the Agreement, as set forth therein.
5. This Amendment shall be effective as of the date of this Amendment,
and all references to the Agreement shall, from and after such time, be deemed
to be references to the Agreement as amended hereby. This Amendment may be
executed in any number of counterparts, each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
6. This Amendment has been entered into after negotiation and review of
its terms and conditions by parties under no compulsion to execute and deliver a
disadvantageous agreement. No ambiguity or omission in this Amendment shall be
construed or resolved against any party on the ground that this Amendment or any
of its provisions was drafted or proposed by that party. Xxxxxx acknowledges
that he has been represented by counsel in the negotiation of this Amendment.
IN WITNESS WHEREOF, the parties have made and executed this Amendment on
the date first set forth above.
FIND/SVP, INC.
By: /s/ Xxxxx Xxxxx
--------------------------------
Name: Xxxxx Xxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
2
EXHIBIT B
1. The Company shall pay Xxxxxx a lump sum amount of $75,000 on August 31,
2004.
2. The present value of the Company's remaining deferred compensation
liability to Xxxxxx shall be reduced by $88,000 to $142,569.
3. The Company shall pay Xxxxxx $1,130 per month commencing with the first
payment on September 24, 2004 until the payment due on July 24, 2010, then
$2,950 per month until and including the month ending December 31, 2013 in
full satisfaction of all remaining deferred compensation obligations to
Xxxxxx under the Deferred Comp Agreement.
